Walsh: Almost time to wake up, Adam, and take your first look at the
world. I know you're gonna make me proud.

Cut to Walsh getting skewered by Adam.

Walsh: Aah!

Giles (v.o.): Previously on Buffy the Vampire Slayer:

Walsh (v.o): Adam...

She falls to the floor.

Cut to Adam and Spike.

Adam: Spike, I want you to come with me. You're going to help me with
my problem.

Spike: Slayer's got powers.

Adam: Take them away from her.

Spike: This all goes down, the chip comes out.

Adam: Scout's Honor.

Cut to the crypt where Buffy and Forrest fought Adam.

Forrest: Riley had a career. He had a future 'till he met you and
yeah, I got a problem with that.

Forrest uses his blaster on Adam, shocking him.

Adam just looks at Forrest.

Adam: Thank you.

Forrest runs up to Adam, only to get a skewer put in him.

Cut to Giles' apartment.

Buffy: Okay, Adam was at that cave, so maybe he was there for a
reason. I'll go back, I'll scope it out--

Giles: You don't train with me anymore. He's going to kick your ass.

Buffy: Giles!

Xander: Stupid. So you finally had the guts to say it to my face.

Willow: What exactly do you mean by 'witch stuff'?

Buffy: You guys, what is happening?!

Willow: Buffy, things have been wrong for a while!

Buffy: I'm starting to understand why there's no ancient prophecy
about a Chosen One and her friends.

As she storms out:

Buffy: If I need help, I'll go to someone I can count on.

Adam: I've been waiting for you.

Riley: And now I'm here.

Fade into an exterior shot of the College.

Cut to the crypt.

Buffy is walking around.

Buffy: Riley?

She turns around and walks over to somewhere else.

Buffy: Riley?

Cut to Riley and Adam.

Adam: Your thoughts are troubled. In turmoil. I understand, brother.
We have a lot to discuss. Speak.

Riley: What have you done to me?

Adam: Nothing. It was mother, Your...Professor Walsh. She implanted
the behavior modifier.

Riley: A chip in my head. She really did it.

Adam: Actually, the chip is here. (points to his chest) Tied directly
into your central nervous system through your thoracic nerve. This is
Phase One of your preparation. It lay dormant until the time came. I
simply activated it, brother.

Adam: That's how I want her. Where I want her is down in the
Initiative. (stops walking) She will ensure that as many demons die
as humans, she will achieve maximum carnage before she's too weak to
go on.

Riley: No. You can't--

Adam: Stop talking.

Riley stops.

Adam looks at Spike.

Spike: Right. The Initiative. But getting her there--that's what the
bleeding disks are for, isn't it? Our little witch gives her the info
and pop--Alice heads back down the rabbit hole.

Adam: The witch.

Spike: Uh, Willow. (uses his hands to demonstrate height) About so
high, perky, good with math. Natural choice.

Adam: A friend.

Spike: Right.

Adam: One of the friends from whom you so efficiently separated her.

Spike: Damn right I did. You should've seen her. They won't be
talking to each other for a long, long--

Adam looks down at Spike.

Spike: Hang on. I think I might've detected a small flaw.

Adam: So you failed.

Spike: Well, hey, you're supposed to be so smart. (he stands up) You
let me plan this thing. Okay, let's not quibble about who failed who.
The important thing is make sure the Slayer is where we want--

Adam: Go.

Spike: Gone.

He starts to leave.

Halfway out, he stops and turns to him.

Spike: So, uh, we'll do this chip thing when I get back.

Adam just looks at him.

Spike nods his head in agreement and leaves.

Cut to an exterior view of Giles' apartment.

There is a knock at the door.

Cut to the interior.

Giles: Oh...

He walks over to the door and opens it.

Tara and Willow are on the other side.

Willow: Hey.

Giles: Hello. (looks down at his clothes) Um, oh, uh, pardon the
robe. It's a bit of a late start.

Giles: Will you be working here? Uh, typing...talking? Because, um,
that will be fine.

Willow: (smiling) No, that's okay.

She takes her laptop and puts it in her bag.

Giles looks at Tara, who smiles and nods.

Willow comes back over to the two.

Willow: Got 'em. So...see ya.

Giles: Right. Yes, well, good luck with--with all that.

Willow: Ok. Bye.

Tara: Bye.

Giles: Bye.

He closes the door.

Cut to Buffy and Willow's dorm room.

Buffy gets up from the floor and walks over to look at a picture of
her, Willow, and Xander.

She puts the picture down and picks up the phone.

After a beat, she puts the phone down.

She walks over to a bag, and takes an axe.

Cut to an exterior view of Xander's house.

Cut to the interior view of Xander's basement.

Xander is lying in bed.

A door closes.

Anya: (o.s.) Xander?

She comes down the stairs.

Anya: You said you wanted to check the board at the unemployment
office this morning.

She lifts the covers.

Anya: You can't go like that. They won't even interview you if you're
naked.

Xander: I'm not going. There's never anything good.

Anya: (sighs)

Xander: Maybe I should join the Army.

Anya: Don't they make you get up really early in the morning?

Xander: Oh, yeah.

As Xander pulls the covers over him:

Xander: Never mind.

She pulls the covers away from his face.

Anya: Are you still upset about that fight you had with your friends?
It was hours ago! Get over it.

Xander: Anya, you--Forget it.

Anya: So, they all think you're lost, directionless loser with no
plans for his future? Pfft.

Xander: Anya, you can't "pfft" that stuff away.

Anya: Why not?

Xander: I don't know. 'Cause I think maybe they're right.

Anya sighs and kneels down to Xander's bed and lays on his chest.

Anya: So what if they are? You're a good person, and a good
boyfriend, and...and I'm in love with you. Whatever they think of
you, it shouldn't matter.

Xander: Yeah. Yeah, it doesn't matter.

Cut to a crypt.

Buffy is walking around inside with an axe.

She walks through to another part of the crypt.

Cut to the other part of the crypt.

She looks around and sees many computers.

Buffy: (o.s.) Adam...where are you?

Cut to the inside of a lab.

A ball moves away to reveal a laboratory.

Adam: This is where it all happens. Where the new race begins.

Riley: Where are we?

Adam: In the Initiative. There are areas no one knew about beyond
those that needed to. Mother kept her secrets well.

Pan over to a zombie-type woman.

Adam: Didn't you?

Riley (o.s.) Professor Walsh?

Adam: This is all how she planned it, except she thought she would be
alive.

Professor Walsh walks over to a table with another doctor, who turns
around.

It's Doctor Engleman.

Riley: Are you--

Adam looks at Riley.

Riley: Is that what you were gonna do to me?

Adam: They're just workers. You know your destiny is much greater.

A zombie-man sits up.

Riley: Forrest? Oh, God.

Forrest: God has nothing to do with it.

Cut to Adam.

Cut to Riley.

Cut to black.

{Commercial Break}

Fade into Adam's lair.

Buffy walks around and runs into Spike, who puts his hands up.

Spike: Easy, Sheriff. Watch where you point that thing.

Buffy: What are you doing here?

Spike: Looking for a little weekend getaway place. Shove off.

He starts walking past Buffy.

Adam's been using these caves.

Spike stops walking.

What?

I found his lair.

Spike: (sigh) Oh, cripes. That's all I need. Runnin' into that goon.

Buffy: Yeah, well, Adam's cleared out of here. Whatever he's planning
is about to go down.

Spike: Look at little Nancy Drew. What about those disks I nabbed?
They ought to tell you something.

Buffy: Willow has the disks.

Spike: Well, then I'd get on that.

Cut to Buffy.

Spike (o.s.): Can't ignore valuable information

Cut to Spike.

Spike: just 'cause you two birds fell out, now can you?

Buffy: Right.

Spike: Well, you do what you want.

As he starts to leave:

Spike: No worry of mine, now is it?

Cut to Willow's room.

Willow and Tara are working on deciphering the disks.

Tara: Maybe you should rest. Clear your head?

She sits down.

Willow: Can't. (cut to the screen) Not now. I--I think I'm on to
something. I've been assuming the (cut to the two)--the ciphertext
was encrypted with an asymmetric algorithm. Then it hit me. A
hexogonic key pattern. It's--

Tara: Hey, look, you did it.

Cut to the screen.

After a beat, cut back to the two.

Willow: I didn't. I haven't even finished typing in the new code.

Tara: Something's doing it.

Willow: Must be programmed to (cut to the screen) self-decrypt to a
certain point. (cut back to Willow) That is so annoying. It's like
someone blurting out the answer to a riddle just when you've--I mean
Yippee! We have the information.

Tara: I'm not sure if "Yippee"'s the right response, either. Read
that.

Forrest: Mm-mmm (No). Got that wrong. I'm surging with life... and
strength. Adam made me to be nearly as bad as he is. Really looking
forward to trying out your girl again.

Riley: I'm sorry, Forrest.

Forrest: Don't be. This is the best thing that ever happened to me.
I'm free of all my weaknesses...my doubts. He's gonna fix you up too,
soon as we got some choice parts. Then you and me will be back on the
same side again. Moving toward a new future.

Riley: I'll never let that happen.

Forrest: You don't get it brother, you don't have a choice. Your will
belongs to us now.

Riley: No. That's not true.

Forrest: Then why don't you get out of that chair and walk out of
here?

Riley: You can't control my--

Walsh: Riley, be a good boy.

She comes toward him with a syringe and puts it into his skin.

Cut to the campus.

Many people are walking around.

Buffy walks up, meeting with the Scooby Gang.

Buffy (to Xander): Where's Anya?

Xander: Oddly, Anya decided not to join us, despite all the fun we had
at our last meeting.

Willow: And I don't think Tara felt welcome.

Buffy: Why? Because of the things that we said?

Willow nods.

Buffy: Will, who told you we were talking behind your back,
specifically?

Well, um...Spike, specifically, but--

And who told you that we thought you'd be better off joining the Army?

That's not...exactly what he said.

Giles: Well, uh...S--S--Spike can be very convincing when--when--when,
uh...I'm very stupid.

Buffy: He played us. He wanted us to fight to split us up. That's
where it came from. The stuff we said the other night.

Giles: Of course. Well, piffle, let's move on.

Xander: I'm movin'.

Willow: Me, too.

Buffy: Good. Great.

Cut to Willow.

Cut to Xander.

Cut to Giles.

Cut to a shot of all four.

Willow: So...why do you think Spike made with the head games?

Xander: He's all dressed up with no one to bite. He's gotta get his
ya-yas somehow.

I think it was more than that. I think it was Adam.

Xander: Spike's working for Adam?! After all we've done--nah, I can't
even act surprised.

Giles smiles.

Buffy: I just went to Adam's lair and he was gone. But, Spike just
happened to be there. He made this big noise about getting
information off those encrypted disks.

Willow: Oh, I decrypted them.

Buffy looks at her, surprised.

Willow: Well, they decrypted themselves, but I almost had it.

Giles: What did they say?

Willow: A bunch of stuff we already know about 314. But it also said
there's some final phase where Adam manufactures a bunch of creepy
cyber-demonoids like him. There's a special lab in The Initiative,
but it didn't say where.

Buffy: Adam fed Spike those disks. It has to be. He wanted me to
know about his evil-guy assembly line. This lab, it's in the
Initiative?

Willow: Hidden somewhere.

Buffy: We'll give the demon his due. He thought this one out.

Willow: What do you mean?

Buffy: You know how overcrowded the containment cells have been at the
Initiative?

Willow nods.

Buffy: Those demons were just too easy to catch. It's like they
wanted in that place.

Giles: (putting on his glasses) The Trojan horse.

Buffy: Adam's gonna make sure the demons attack the Initiative from
the inside.

Xander: Demons versus soldiers. Massacre, massacre.

Willow: And Adam has a neat pile of body parts to start assembling his
army. Diabolical, yet...(makes a face) Gross.

Xander: Does anybody else miss the Mayor, I just wanna be a big snake?

Buffy: I've got to shut him down, Giles. His final phase is about to
start.

Giles: We need to warn the Initiative.

Buffy: They're not gonna listen to me.

Willow: Riley?

Buffy: He's a deserter. He got some bad news anyway, and kinda took
off.

Xander: Okay, I'm confused again. Adam has this evil plan. Why is he
so anxious for you to know about it?

Buffy: He wants me there. Probably figures I'll even the kill ratio.

Xander: He's not worried you might kill, oh say, him?

Buffy: No, he's really not.

Cut to the lower lab.

Adam: She's coming. I can feel it.

Spike: Good on you. Got a chunk of prognosticating demon in there,
right?

He walks over to a chair.

Spike: Now, (claps his hands) if you'll just get this chip out of my
cranium...(he sits down) I'll be out of your way. And mind the
hairline. I don't fancy fussing over a comb-over as I resume my
killing ways. Come on, we had a deal.

Adam: When she's here.

Spike: (sighs)

Cut to Riley.

Cut to Giles' apartment.

Giles: Certainly no lack of supplies. I only wish I knew which ones
would kill Adam.

Buffy: According to Riley, his power source is uranium core embedded
somewhere inside his chest. Probably near the spine.

Xander: Great, so we just ask him to lie down quietly while we do some
exploratory surgery.

Willow: What about magic? Some kind of, I don't know...uranium
extracting spell?

Everyone looks at her in disbelief.

Willow: I know. I'm reaching.

Giles stands up.

Giles: Perhaps a paralyzing spell.

He walks over to the bookshelf and pulls a book off.

Giles: Only I can't perform the incantation for this.

Willow: Right. Don't you have to speak it in Sumerian or something?

Giles: I do speak Sumerian. It's not that. Only a...an experienced
witch can incant it, and you'd have to be within striking distance of
this object.

Xander: See what you get for takin' French instead of Sumerian?

Buffy: What was I thinking?

Xander: So no problem, all we need is combo Buffy--her with Slayer
strength, Giles' multi-lingual know how, and Willow's witchy power.

Giles looks at him.

Xander: Yeah, don't tell me. I'm just full of helpful suggestions.

Giles: As a matter of fact, you are.

Cut to an exterior shot of Lowell House.

Cut to the inside.

The gang walks through the door.

Willow: Nervous?

Xander: No way. I'm full of that good old kamikaze spirit.

Giles: Xander, just because this is never gonna work, there's no need
to be negative.

Willow: The adjoining spell, is it powerful enough to defeat Adam?

Giles: It's very powerful. It's also extrodinarily dangerous.

Buffy: Game faces, guys. We're going in.

She kicks in the window.

Dissolve to another area of the Initiative.

Fade in to Buffy and Willow climbing.

Buffy: How you doing?

Willow: Super. What was I thinkin', using stairs all this time?

Buffy: Okay. Will--

Willow: No, really, Buffy. It's not as scary as I thought.

Buffy: No. It's not what I was gonna say. I just...I'm sorry. I hate
that things have been so strained between all of us.

Willow: It's not your fault. Spike stirred up trouble.

Buffy: Yeah, but I think trouble was stir-uppable. I think we've all
sort of drifted apart this year, don't you?

Willow: Maybe a little. But, you know, first year of college, it's
hard to keep the old high school gang together.

Buffy: But I want it together. Will, I miss you. And Giles, and
Xander. And it is my fault. I've been wrapped up in my own stuff,
I've been a bad friend.

Willow: You're the Slayer, Buffy. Your stuff is pretty crucial.

Buffy: I mean Riley. And...Riley, mostly.

Willow: Well, I haven't been Miss Available either. I--I kept
secrets. I hid things from everyone.

Buffy: That's not your fault. Will, you were going through something
huge.

Willow: I wanted to tell you, but I was so scared.

Buffy: You can tell me anything. I love you. You're my best friend.

They hug.

Willow: Me, too. I love you too.

They begin falling due to the weight.

Willow: (o.s.) Oh, falling now!

They land on the ground, but continue to hug.

Buffy: Let's promise to never not talk again.

Willow: I promise, I promise.

Xander slides down.

Buffy and Willow hug him.

Buffy: Xander.

Willow: Oh, wonderful Xander!

Buffy: You know we love you, right?

Willow: We totally do.

Xander: Oh God, we're gonna die, aren't we?

Willow: No, we just missed you.

Xander looks up.

Xander: Giles, hurry up!

Giles looks down.

Xander: You definitely wanna get down here for this!

Cut to Buffy and the gang.

Giles is inching the door with a crowbar.

Buffy: Okay, we stick together, then everything should be fine.
Everybody ready?

Giles gets the door open.

Buffy: Let's...

They open the door to reveal 5 Commando guys with laser blasters.

Buffy: ...do this.

Cut to black.

{Commercial Break}

Fade into an area in the Initiative.

Adam and Spike are watching the cameras.

Spike: Must-See-TV. Bait's been taken. Trap's all set. The Slayer
has landed. So...

Spike struggles, but he takes out a cigarette and puts it out on
Forrest's eye.

Forrest: (screams)

Spike breaks loose and runs out.

Adam: Let him go.

Cut to the video screen.

Cut to Adam.

Adam: There's nowhere left to run.

Cut to Forrest, breathing hard.

Cut to Colonel McNamara's office.

Buffy: Colonel--

Colonel: Shut up. You've got some nerve, lady. (unzips the bag) You
think you and your friends can just keep waltzing into a government
installation brandishing weapons like--

He holds up the device.

Colonel: Like--

Willow: It's a gourd.

Giles: Magic gourd.

Colonel: What kind of freaks are you people? (puts the gourd down)

Buffy: Adam is here, Colonel. In the Initiative.

Colonel: Nice try.

Buffy: Those overcrowded containment cells of yours: courtesy of Adam.
He's pulling a Trojan Horse on you, he's just waiting--

Colonel: Everything in this installation is under 24-hour
surveillance.

Willow: Including the secret lab?

Colonel: Including everything! (a beat) What secret lab?

Buffy: The one Adam's been using. The one built for the final stage
of the 314 project.

The colonel has a blank look on his face.

Buffy: And you have no idea what I'm talking about.

Colonel: I know everything that goes on around here. A tick on a
mouse couldn't get in without my knowing it. And if Adam wants to try
we're ready for him.

Giles: Jolly good. How--How exactly do you plan to get close enough
to Adam to remove his power source?

Colonel: Hit him simultaneously with multiple taser blasters.
Incapacitate him with as much voltage as we can muster.

Xander: Great plan. That's right up there with "duck and cover".

Buffy: I've seen Adam hit with taser blasts. He feeds on it. And now
you're gonna provide him with an all-you-can-eat buffet?

Colonel: You telling me my business?

Buffy: This...is not your business. It's mine. You, the Initiative,
the boys at the Pentagon--you're all in way over your heads. Messing
with primeval forces you have absolutely no comprehension of.

Colonel: And you do?

Buffy: I'm the Slayer. You're playing on my turf.

Colonel: Up there, maybe. But down here, I'm the one who's in
control.

The lights go out.

Soldier: Sir, the power grid's down. Backup's not responding.

Cut to the screen.

Cut back to the soldier.

Soldier: We're locked in.

Cut to Willow.

Cut to Buffy.

Cut to Adam's area in the Initiative.

He flips a switch labeled "Main Power Grid".

The lights go out.

He flips a switch labeled "Containment Area".

Cut to a screen. A scientist and a soldier are walking.

Adam: This will be interesting.

Cut to the lower level of the Initiative.

The cages all open.

Scientist: (scared) What's going on?

Soldier #2: I don't know!

A cage opens.

Scientist: Go!

A demon runs out and starts clawing at the scientist.

Scientist: (screaming)

Another demon starts clawing at the soldier.

Soldier #2: (screaming)

Cut back to the Colonel and the gang.

Soldier: Containment area's been breached. Hostiles are loose.

Colonel: How many?

Soldier: All of 'em, Sir.

Buffy: (o.s.) It's Adam.

The Colonel looks at Buffy.

Buffy: Look, I'm the only one who can stop him now. Just let me
handle this. Get your people out of here.

Colonel: All right, you men follow me. We gotta take the Armory now.

Soldier #3: Sir.

Buffy: Colonel.

Colonel: These people are under arrest, do you understand?

Soldier #4: Yes, sir.

The soldiers and the Colonel all leave.

A soldier stands up.

Buffy gives him a kick to the chest.

Another soldier tries to attack her, and she bangs his head into the
desk, then hits him in the face, knocking him out cold.

Buffy: We've gotta find Adam.

Willow: On it.

She goes over to the computer, and sits down.

Giles: The enjoining spell (cut to Buffy) is extremely touchy. It's,
uh, (cut to Willow) volatile. We--We can't risk it (cut to Buffy)
being interrupted. We need a place that's (cut to Giles and Xander)
close to you and quiet.

Cut to the screen.

Xander: (o.s.) Uh...quiet?

Cut down below.

A soldier flies through the air.

Another soldier flies through the air.

Cut to the stairwell.

A demon flips another soldier over, and punches one in the face.

A demon throws a solider over the railing.

Cut to another part of the Initiative.

There is fire coming out from almost every area.

Cut to yet another part of the Initiative.

A soldier comes up, firing a machine gun.

He hits a demon in the chest, and he falls to the ground.

Cut to the solider.

He is still firing the machine gun, but a vampire has jumped on him.

The soldier fires the gun, and tries to shake him off at the same
time.

Cut to the stairwell.

A woman has just died from a vampire bite.

Cut to another area.

Spike is attacking demons.

He gives a back kick to one of them.

He punches another in the stomach, and then hits him in the head.

Cut to the railing.

We see a man's hand slowly working its way up.

He nearly gets up but is pulled down again by a demon.

Cut back to the gang.

Buffy: How we doing, Will?

Willow: Done. Hold on. According to this, there's air ducts and
electrical conduits (cut to the screen) all running into there.

Buffy: So?

Willow: So, there's no there there. Look.

Cut to the screen.

Cut to Buffy.

Buffy: It's Adam.

Giles: You sure?

Buffy: Right behind 314.

Buffy: Can you unlock it?

Willow: I don't have to. All--All the locks in the Initiative have
been disengaged...except for the exits.

Xander: Demon open house.

Buffy: Great. So we know we're going to 314. Now all we have to do
is get there.

Cut to the "demon open house" (the fight below).

Graham runs up and begins shooting a gun at a demon.

He kills him, and he does the same to two other demons.

Cut to the door.

The gang runs out.

Buffy punches a demon in the face.

Buffy kicks a demon in the leg.

She gives a sidekick to another demon.

Xander hits one demon with a laser blast.

They all run past.

A scientist's arm is on fire.

A man flies over the railing.

Another demon tries to hit Buffy, but she hits him first.

She sees a soldier with a gun.

As Buffy pushes Willow:

Buffy: Willow, down!

Buffy: Come on!

Willow: Go!

They all run past.

We see another explosion.

Cut to the inside of 314.

Buffy: Okay, it should be over here.

They move a cart in front of the door.

She opens up two doors.

Buffy: Once I'm in, barricade the door behind me. Is this place okay
to be Magic Central?

Giles: It, uh, should do.

Willow: As long as we don't get blowed up or nothin'.

Xander: What're the odds of that?

Buffy: How long before the ritual kicks in?

Giles: Five minutes, give or take.

Xander: Buffy, I still don't like you going in alone.

Buffy: I won't be.

Willow closes the doors and moves a cart against the doors.

Giles and Xander move a gurney against the other door.

Cut to the lower level of the Initiative.

Buffy sees Riley.

Buffy: Riley.

She climbs down the ladder.

Buffy: Are you hurt? (no answer) Say something!

Riley says nothing.

Professor Walsh and Dr. Engleman appear.

Buffy: What is this?

She looks at Riley.

Buffy: Why won't you talk to me?

Adam: (o.s.) He can't.

Pan over to Adam.

Adam: He hasn't been programmed to. He's part of the final phase
now...as you were supposed to be.

Buffy: Sorry. I don't jump through hoops on command. I've never
really been one to tow the line.

Adam: Oh. (beat) Kill her.

Forrest grabs her.

Forrest: I thought you'd never ask.

Cut to Walsh and Engleman.

We hear Buffy struggling.

Professor Walsh takes a device and slowly walks toward Buffy.

Cut to black.

{Commercial Break}

Fade into the lower level of The Initiative.

Buffy is still struggling.

She kicks Professor Walsh in the face, and she goes flying.

We hear glass breaking.

Buffy throws Forrest into the wall, breaking glass.

Riley looks at the broken glass.

Cut to the inside of 314.

Giles lights a candle.

Willow: (chanting) "The power of the Slayer and all who yield it.
Last to ancient first, we invoke thee. Grant us thy domain and primal
strength. Accept us in the power we possess. Make us mind and heart
and spirit joy. Let the hand encompass us. Do thy will."

Cut back to the lower level of The Initiative.

Forrest punches Buffy in the face, and sends her flying to the floor.

Buffy springs up, and kicks him in the face.

She punches him in the face two more times, a left and a right hook.

He punches her in the stomach twice.

He tries to punch her, but he grabs her hand, twists it around, and
leads her head to a metal table, knocking her out.

Willow: We enjoin that we may inhabit the vessel--the hand...daughter
of Sineya...first of the ones...

Cut to the lower level of The Initiative.

Riley is still trying to get the chip out.

Forrest grabs Buffy and throws her down on a table.

Buffy is struggling.

Professor Walsh and Doctor Engleman hold her down, trying to put her
into restraints.

Riley struggles with the chip, and finally pulls it out.

Cut to Forrest holding Buffy.

Forrest: Is that it? Is that all you got?

Riley: No.

Walsh, Engleman, and Forrest all look over.

Riley: She's got me.

He knocks out Professor Walsh and Dr. Engleman.

Forrest: Look who's come off the bench.

He starts to walk toward Riley, but Buffy kicks him in the face.

Buffy gets up.

Buffy: I need to get to Adam. Like, now. Are you able?

Riley: Go.

She leaves.

Riley runs toward Forrest but he gets flipped over by him.

Riley grabs his stomach but Forrest backhand elbows him to the face.

Forrest flips him on the ground.

As Riley gets up, Forrest kicks him in the stomach.

Cut to the Initiative.

Many men are running with guns, shooting at HST's.

Colonel: Fall back! Fall back! Protect the flank! Walk down that
pit!

Cut to Adam's area in the Initiative.

Buffy: Fun, isn't it?

Adam: I do appreciate violence.

Buffy: Good.

Buffy tries to run toward him, but he punches her, sending her
backwards.

She rolls, gets up, and kicks him.

She begins punching him in the face.

Adam grabs her hand, and throws her into the wall.

His skewer comes out.

He tries to stab Buffy, but she snaps it with her knee and punches him
in the face.

Buffy: Broke your arm.

Adam: Got another.

His hand sprouts into a mini-gun.

Adam: I've been upgrading.

He begins firing at her.

She dives over the computer console.

He stops.

Cut to the inside of 314.

Willow: We implore thee, admit us, bring us to the vessel, take us
now.

Cut to Adam's room at the Initiative.

Buffy gets out from her hiding place and sees Adam.

He blows up the console.

Adam looks for Buffy.

She stands up, eyes glowing orange.

Adam: You can't last much longer.

Buffy: (speaking simultaneous) We can. We are forever.

Cut to Adam.

Cut to Buffy.

Buffy: (Speaking Sumerian)

Adam: Interesting.

Adam fires at Buffy, but it generates some sort of force field.

Buffy: (Continues speaking Sumerian)

Adam: Very interesting.

Cut to the inside of 314.

The HST's begin breaking down the door.

Cut to the lower level of the Initiative.

Riley jumps on Forrest, and grabs him.

Riley kicks Forrest in the stomach with his knee.

Forrest grabs Riley's head, attempting to put him in a headlock.

Forrest throws Riley across the room.

Forrest: What're you makin' me do this for?

He begins to walk over to Riley.

Forrest: Not that I'm not enjoyin' myself.

He kicks him in the face, sending him backwards.

Forrest: But Adam's not gonna like it if I--

Riley hits Forrest in the face with a tank of oxygen.

He hits him in the face with it again.

And again.

He hits him in the stomach with it, forcing him back.

Riley hits the tank in Forrest's face.

He tries to hit him with his elbow, but Forrest grabs the tank,
causing Riley to fall on the ground.

Forrest holds up the tank.

Riley scrambles to his feet and runs.

Forrest: (growls)

He jumps over a gurney.

Cut to a close up of the tank.

"FLAMMABLE"

There is a huge explosion.

Cut to Adam's room at the Initiative.

He is still firing his mini-gun at Buffy.

He fires a rocket at her, but she holds her hand up.

Buffy: (Sumerian) Kur.

The rocket then bursts into 3 birds.

She holds her hand up again, and Adam's rocket goes back inside him.

Adam tries to attack her, but she blocks every punch.

She kicks him in the stomach, and he falls.

She grabs his head.

Adam: How...can you--

Dissolve to the inside of 314.

Xander: You could never hope to grasp the source

Superimpose Adam's room at the Initiative.

Buffy: of our power.

She uppercuts him, sending him flying to the ground.

She picks him up and kicks him against the wall.

She reaches into him and pulls out the uranium.

Buffy: But yours is right here.

Adam: (groans)

He falls to the ground.

Riley walks up.

Riley: Buffy.

The uranium begins levitating.

A woman begins speaking Sumarian, and the uranium disappears.

Buffy's eyes go normal and she faints, but Riley catches her.

Cut to the inside of 314.

Everyone else drops.

Willow: Wow. That was--

The door breaks down and a demon comes inside.

Spike comes in and breaks the demon's neck.

The demon falls to the floor.

Spike: Nasty sort of fellow. Lucky for you blighters I was here, eh?

Giles: Yes, thank you.

Cut to Spike.

Giles: Although your heroism has been slightly muted by the fact that
you were helping Adam to start a war that would kill us all.

Xander: You probably just saved us so we wouldn't stake you right
here.

Spike: Did it work?

They all get up.

Spike: Well, then everything's all right. And we all get to be not
staked through the heart. Good work, team.

Buffy and Riley open the door.

Giles: Buffy.

Willow comes over and hugs her.

Willow: Wasn't it amazing?

Xander: You were great.

Buffy: We were great.

Riley: We still got men out there.

Spike: Well, let's go save 'em, by gum.

Buffy: You guys get to the exits, get 'em open.

She looks at Riley.

Buffy: You, organize the soldiers, pull 'em back. I'll take point.

She starts walking out.

Willow: Are you up to this?

Buffy: I am.

She knocks out a demon.

Cut to an office.

Man: It was an experiment. The Initiative represented the
Government's interests in not only controlling the otherworldly
menace, but harnessing its power for our own military purposes. The
considered opinion of this counsel is that this experiment has failed.

Fades between different battle scenes:

Buffy attacking many demons.

Man (v.o): Once the prototype took control of the complex, our
soldiers suffered a 40 percent casualty rate.

Graham shooting demons

Man (v.o): Only through the actions of the deserter and a group of
civilian insurrectionists that

Xander helping Willow down onto the ground.

Man (v.o): Our losses were not total. I trust the irony of that is
not lost on any of us. Maggie Walsh's vision

A soldier with a gun.

Man (v.o): Was brilliant, but ultimately unsupportable.

Colonel McNamara getting attacked by a demon.

Man (v.o): The demons cannot be harnessed.

The end result.

Man (v.o): Cannot be controlled.

Fade into an office.

Man: It is therefore our recommendation that this project be
terminated and all records concerning it expunged. Our soldiers'll be
debriefed. Standard confidentiality clause. We will monitor the
civillians and usual measures prepared should they try to go public.
I don't think they will.

Cut to the screen.

Man: (o.s.) The Initiative itself will be filled in with concrete.
Burn it down, gentlemen. Burn it down, and salt the Earth.